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«BANCO BTG PACTUAL S.A. and BTG PACTUAL PARTICIPATIONS LTD Admission to listing and trading on NYSE Euronext in Amsterdam of European Units This ...»

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BANCO BTG PACTUAL S.A. and BTG PACTUAL PARTICIPATIONS LTD

Admission to listing and trading on NYSE Euronext in Amsterdam of European Units

This prospectus (the "Prospectus") is published in connection with the admission to listing (the

"Listing") on NYSE Euronext in Amsterdam ("NYSE Euronext Amsterdam") of 198,511,396 European

Units and their underlying securities (the "European Units"), each such European Unit representing: (i) one

Banco common share and two Banco Series A preferred shares, in the form of Global Depositary Shares ("GDSs"), and (ii) one BPP Class A voting common share (each a "BPP A Share") and two BPP Class B non-voting common shares (each a "BPP B Share" and together with the BPP A Shares, collectively, the "BPP Shares").

THIS PROSPECTUS IS NOT PUBLISHED IN CONNECTION WITH AND DOES NOT

CONSTITUTE AN OFFER OF SECURITIES BY OR ON BEHALF OF US IN THE EUROPEAN

ECONOMIC AREA AND HAS ONLY BEEN PREPARED FOR THE PURPOSE OF ADMITTING

AND LISTING THE EUROPEAN UNITS, THE GDSs AND BPP SHARES ON NYSE EURONEXT

AMSTERDAM.

Banco BTG Pactual S.A. ("Banco BTG Pactual") is a publicly held company, incorporated under the laws of Brazil (sociedade por ações de capital aberto). Banco BTG Pactual was incorporated on January 18, 1979 under registration number 33.300.000.402. BTG Pactual Participations Ltd ("BTG Pactual Participations") is a limited liability exempted company, incorporated under the laws of Bermuda. BTG Pactual Participations was incorporated on March 26, 2010 under registration number 44126. In this Prospectus, "we", "our", "us", "the BTG Pactual Group" and "BTG Pactual" refer to Banco BTG Pactual, BTG Pactual Participations, BTG Investments L.P. and their respective subsidiaries, collectively.

Prior to the Listing, the European Units were admitted to trading on NYSE Alternext in Amsterdam ("NYSE Alternext Amsterdam"), the multilateral trading facility operated by Euronext Amsterdam N.V.

("Euronext Amsterdam"), under the symbol "BTGP" and with the ISIN Code US05890C3034. Application has been made to list all European Units under the symbol "BTGP" and with the ISIN Code US05890C3034 on NYSE Euronext in Amsterdam ("NYSE Euronext Amsterdam"), the regulated market operated by Euronext Amsterdam. Following, and subject to, admission of the European Units to trading and listing on NYSE Euronext Amsterdam, it is envisaged that trading of the European Units on NYSE Alternext Amsterdam will be ceased.

Trading in the European Units on NYSE Euronext Amsterdam is expected to start on or about October 10, 2013 (the "First Trading Date"). All dealings in European Units prior to the Listing are at the sole risk of the parties concerned. We, Euronext Amsterdam and our listing agent do not accept any responsibility or liability with respect to any person as a result of the withdrawal of the Listing or the (related) annulment of any transaction in European Units on NYSE Euronext Amsterdam. Initial settlement of trades on NYSE Euronext Amsterdam on the First Trading Date is expected to take place on or about October 15, 2013. This is also the first day of irrevocable trading of the European Units on NYSE Euronext Amsterdam. Starting on

–  –  –

Settlement of the European Units traded on NYSE Euronext Amsterdam is expected to take place on or about October 15, 2013 through the book entry systems of the Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Nederland").

INVESTING IN THE EUROPEAN UNITS INVOLVES RISKS. SEE "RISK FACTORS"

BEGINNING ON PAGE 22 OF THIS PROSPECTUS FOR A DESCRIPTION OF THE MATERIAL

RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE EUROPEAN UNITS.

This document constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant European

Economic Area member state ("Prospectus Directive") and has been prepared in accordance with Article 5:9

of the Financial Markets Supervision Act (Wet op het financieel toezicht; the "FMSA") and the rules promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM").

THIS INFORMATION DOCUMENT IS NOT DIRECTED AT PERSONS IN THE UNITED STATES

OR OTHER U.S. PERSONS (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT

OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PERSONS RESIDENT OR LOCATED IN

ANY OTHER JURISDICTION WHERE SUCH ACCESS WOULD VIOLATE ANY APPLICABLE

LAW OR REGULATION.

NOTHING IN THIS INFORMATION DOCUMENT CONSTITUTES AN OFFER OF UNITS AND

UNDERLYING SECURITIES (THE "SECURITIES") IN THE UNITED STATES AND ANY

OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT

BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE





SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED

OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S)

ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS. BANCO BTG PACTUAL S.A. AND BTG PACTUAL PARTICIPATIONS LTD.

HAVE NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS

AMENDED (THE "INVESTMENT COMPANY ACT"). NO PUBLIC OFFERING OF SECURITIES

IS BEING MADE IN THE UNITED STATES. THE SECURITIES OFFERED AND SOLD OUTSIDE

THE UNITED STATES ARE BEING OFFERED IN RELIANCE ON REGULATION S UNDER THE

SECURITIES ACT.

Prospectus dated October 8, 2013TABLE OF CONTENTS

SUMMARY

RISK FACTORS

IMPORTANT INFORMATION

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

EXCHANGE RATES

USE OF PROCEEDS

CAPITALIZATION AND INDEBTEDNESS

SELECTED FINANCIAL AND OPERATING INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

INDUSTRY OVERVIEW

REGULATORY OVERVIEW

BUSINESS

MANAGEMENT

OUR PARTNERSHIP

CONSORTIUM SHAREHOLDERS AGREEMENT

BTGI PARTNERSHIP AGREEMENT

PRINCIPAL SHAREHOLDERS

PARTNERSHIP LOAN TRANSACTIONS

WITHDRAWAL AGREEMENTS

RELATED PARTY TRANSACTIONS

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF UNITS, BDRS AND GDSS

MARKET INFORMATION

DIVIDENDS AND DIVIDEND POLICY

TAXATION

CERTAIN ERISA CONSIDERATIONS

TRANSFER RESTRICTIONS

ENFORCEMENT OF JUDGMENTS

LEGAL MATTERS

INDEPENDENT AUDITORS

DOCUMENTS INCORPORATED BY REFERENCE

DEFINITIONS

ANNEX A: DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS

INDEX TO FINANCIAL STATEMENTS

SUMMARY A summary in this form is required to be included in the prospectus by the Prospectus Directive and related regulations. Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements are numbered in Sections A - E (A.1 - E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘‘not applicable’’.

Section A—Introduction and Warnings A.1 Introduction This summary should be read as an introduction to the Prospectus. Any decision to invest in the European Units (as defined in C.1 below) should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the European Economic Area, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.

Section B—Issuer B.1 Legal and Commercial Name Banco BTG Pactual S.A. and, unless the context requires otherwise, its consolidated subsidiaries ("Banco BTG Pactual") and BTG Pactual Participations Ltd and, unless the context requires otherwise, its consolidated subsidiaries ("BTG Pactual Participations") (together with BTGI and their respective subsidiaries, collectively, "BTG Pactual," "the BTG Pactual Group" or "we").

B.2 Domicile/Legal Form/Legislation/Country of Incorporation Banco BTG Pactual is a publicly held company, incorporated under the laws of Brazil (sociedade por ações de capital aberto).

BTG Pactual Participations is a limited liability exempted company incorporated under the laws of Bermuda.

B.3 Business Description and Key Factors Affecting Results of Operations We are an investment bank, asset manager and wealth manager with a dominant franchise in Brazil. In addition, we have established a successful international investment and distribution platform. Currently, we have offices on four continents, and provide a comprehensive range of financial services to a Brazilian and global client base that includes corporations, institutional investors, governments and high net worth

individuals, or HNWI. Our seven business units are:

• Investment Banking, which provides financial advisory and capital markets services;

• Corporate Lending, which offers financing and loan guarantees to corporations;

• Sales and Trading, which offers financial products and services to a diverse group of clients in local and international markets, including market-making, brokerage and clearing services, and derivatives, interest rate, foreign exchange, equities, energy and commodities transactions for hedging and trading purposes;

• Asset Management, which offers asset management services with a broad range of products across major Brazilian and international asset classes to Brazilian and international clients;

4 SUMMARY

• Wealth Management, which provides investment advisory and financial planning services and investment products to HNWI;

• PanAmericano, our commercial and consumer banking business conducted through Banco PanAmericano, an independent Brazilian bank that we have co-controlled since mid-2011, which focuses on granting automobile loans, direct consumer loans, payroll deduction loans, middle market loans and mortgages, primarily to individuals and corporations in Brazil; and

• Principal Investments, which involves our capital investments with respect to a broad range of financial instruments, including merchant banking and real estate investments in Brazil and investments in a variety of financial instruments in global markets, which investments are primarily managed by our asset management unit.

BTGI used to conduct activities related to the business units Investment Banking, Sales and Trading, Asset Management, Wealth Management and Principal Investments. However, due to the corporate restructuring described elsewhere in this Prospectus, since September 2011, BTGI and consequently, BTG Pactual Participations conducts activities related exclusively to Principal Investments business unit. Banco BTG Pactual conducts activities related to all business units for the years ended December 31, 2010, 2011 and 2012, except for PanAmericano which started in 2011 with Banco BTG Pactual’s acquisition of the cocontrolling interest in Banco PanAmericano.

B.4a Known Trends Most of our operations are conducted in Brazil. Accordingly, we are significantly affected by the general economic environment in Brazil. In addition, we derive substantial revenues from non-Brazilian securities and, therefore, are also subject to global economic conditions and, in particular, fluctuations in worldwide financial markets.

Economic activity in Brazil strengthened in 2010. The authorities increased the SELIC rate to 10.75% between April and July 2010, and maintained that rate through the end of the year. In 2010, the GDP in Brazil grew 7.5% and the inflation rate was 5.9%. In addition, the real appreciated 3.5% against the U.S. dollar, closing at R$1.67 per US$1.00 as of December 31, 2010.

Further tightening of macroeconomic policies occurred in 2011. The federal government announced cuts to the budget and, on July 20, 2011, the Central Bank increased the SELIC rate to 12.5%. Regulatory measures of credit restraint were also adopted. However, due to the worsening global macroeconomic environment and its potential impact on Brazilian economic growth and inflation levels, the Central Bank decided to decrease the SELIC rate over the course of the second half of 2011 in various steps to 11.0% as of December 31, 2011, in order to stimulate the economy while maintaining inflation within the acceptable range established by the Central Bank. In 2011, the IPCA inflation accumulated a variation of 6.5%, while the exchange rate reached R$1.88 per US$1.00 as of December 31, 2011, representing a 12.0% depreciation compared to the exchange rate as of December 31, 2010.



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